Head Tax Families Society of Canada

Bylaws of the Head Tax Families Society of Canada

PART 5 - DIRECTORS

5.1

The directors may exercise all the powers and do all the acts and things that The Society may exercise and do, and which are not by these bylaws or statute or otherwise lawfully directed or required to be exercised or done by The Society in general meeting, but subject, nevertheless, to:

i.	all laws affecting The Society;
ii.	these bylaws, and
iii.	rules, not being inconsistent with these bylaws, which are made from time to time by The Society in general meeting.

No rule, made by The Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

5.2

The number of directors shall be not less than ten nor more than fifteen, provided that a number greater than fifteen may be determined at a duly convened general meeting.

5.3

All directors shall serve a two-year term and shall be eligible for re-election, provided in the first year, half of the directors with the least number of votes shall serve a one-year term.

5.4

The directors may at any time and from time to time appoint a member as a director to fill a vacancy on the board, or may leave the vacancy to be filled at the next annual general meeting. A director so appointed may hold office only until the conclusion of the next following annual general meeting of the Society, but is eligible for election at such meeting.

5.5

No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

5.6

No director shall be remunerated for being or acting as a director but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society, at the discretion of the Board.

5.7

a)	The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
b)	A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act of thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.

5.8

The members may, by special resolution, remove a director before the expiration of his or her term of office and may elect a successor to complete the term of office.

Officers...